Add securities business for company in Vietnam

Securities trading includes brokerage, proprietary trading, securities underwriting, securities investment consulting, securities investment fund management, securities portfolio management, and provision of securities-related services (Clause 28, Article 4 of Securities Law 2019). Securities trading is a conditional business. Therefore, when companies add this business line, they have to meet certain requirements according to Vietnamese law. In the article below, Viet An Law Firm will provide clients with some information to add securities business for company in Vietnam.

Additional requirements for securities trading

Securities trading is a conditional investment business according to Section 25, Appendix IV of Investment Law 2020. Therefore, when adding securities business, companies need to pay attention to one of the following requirements according to current Vietnamese law.

Requirement for minimum capital

According to Article 175 of Decree 155/2020/ND-CP detailing the implementation of several articles of Securities Law 2019, depending on the type of securities trading, companies need to meet the requirement for minimum capital. Thus, the minimum charter capital for securities business operations of securities companies in Vietnam and foreign securities companies is as follows:

Besides, in case an organization registers more than one operation, the minimum charter capital shall be the sum of the minimum charter capital of each operation registered.

Requirements for facilities

According to Clause 4, Article 74 of Securities Law 2019, securities company facilities need to meet the following requirements:

• The premises are adequate for securities trading;
• Available equipment and technologies are adequate for securities trading processes.

Requirements for organizational structure and personnel

According to Clause 3 and Clause 5, Article 75 of Securities Law 2019, the securities company structure needs to have:

• At least 02 founding shareholders and contributing members shall be organizations. The owner of the securities company that is a single-member limited liability company shall be an insurer commercial bank or foreign organization;
• Total capital contributed by organizations shall be at least 65% of charter capital; capital contributed by insurers and commercial banks shall be at least 30% of charter capital.
• There is a General Director (Director), at least 03 employees having suitable securities trading certifications for the licensed operations, and at least 01 employee in charge of compliance management.

Business lines related to securities in Vietnam

Securities companies are allowed to register, change, and supplement securities business lines that are not prohibited by law. Clients refer to the following 3 securities business codes according to Resolution 27/2018/QD-TTg:

Add securities business for company in Vietnam

Securities trading is a conditional business. Therefore, before implementing procedures to add securities business, the company needs to apply for a Securities Trading License.

• Procedures for applying for a Securities Trading License;
• Procedures for changes to enterprise registration information within 10 days from the date of issuance of the Securities Trading License.

Competent authority

• State Securities Commission (SSC): Procedures for applying for a Securities Trading License.
• Business Registration Office of the Department of Planning and Investment where the company is headquartered: Procedures for changes to enterprise registration information.

Processing time

• Procedures for applying for a Securities Trading License: 30 working days from the date of receipt of valid dossier.
• Procedures for changes to enterprise registration information: 3 working days from the date of receipt of valid dossier.

Results of implementing administrative procedures

• The re-issued Business Registration Certificate records the amended information.
• Confirmation of change to enterprise registration information

Procedures for applying for a Securities Trading License

A Securities Trading License is one of the special documents required when a company wants to add its securities business. Dossier components are specified in Article 176 of Decree 155/2020/ND-CP:

After preparing the dossier, the securities company carries out the procedures to apply for a Securities Trading License according to the following steps:

Step 1: Apply to the State Securities Commission

Viet An Law Firm drafts dossier and represents clients to apply directly to the State Securities Commission with state fees.

Fees for new issuance of Securities Trading License (Circular 25/2022/TT-BTC) are prescribed as follows:

• Brokerage: 20.000.000 VND/license
• Security trading: 60.000.000 VND/license
• Securities underwriting: 100.000.000 VND/license
• Securities investment consulting: 20.000.000 VND/license

Step 2: Receive a request document for facility and capital completion

Within 20 days from the receipt of the satisfactory application, the State Securities Commission shall send a request document for completion of facilities, freezing of contributed capital, and preparation of personnel.

Step 3: Complete the information as required

• The shareholders, contributing members, and owners of the company may use contributed capital to invest in facilities.
• The remainder of contributed capital shall be frozen in an account opened at a bank, which will only be unfrozen after the license for establishment and securities operation is issued.

Step 4: Receive capital freeze confirmation, inspection record

After the company completes the facilities, the State Securities Commission completes the inspection and issues a capital freeze confirmation, facilities inspection record, and other valid documents to the companies.

Step 5: Return the results of the Securities Trading License

• The State Securities Commission shall issue the Securities Trading License after 5 days from the date of issuance of the capital freeze confirmation, facilities inspection record, and other valid documents.
• In case the application is rejected, the State Securities Commission shall issue a written rejection and explain.

Procedures for changes to enterprise registration information

Securities trading needs to meet minimum capital requirements. Therefore, when wanting to add securities business for a company, they need to carry out the following procedures:

• Register to change the charter capital (in case the minimum capital is not enough).
• Notification of changes to enterprise registration information (specifically, the addition of business lines).

After having all the necessary documents, Viet An Law Firm will register a change in charter capital and notify the change in securities business to clients according to the procedure as follows:

Step 1: Apply to the Business Registration Office

Scan the dossier and apply it to the Business Registration Office – where the company is headquartered.

Currently, the most common application method is online applications via the website: dangkykinhdoanh.gov.vn.

Step 2: The Business Registration Office receives and processes the dossier

According to Article 32 of Decree 01/2021/ND-CP, an application for enterprise registration shall be received and updated on the National Enterprise Registration Information System when all of the following requirements are satisfied:

• It contains adequate documents according to regulations;
• The enterprise’s name has been written on the application form for enterprise registration or changes to enterprise registration information or notification of changes to enterprise registration information;
• There is the address of the person who applied for enterprise registration;
• Fully paid business registration fees according to regulations.

Step 3: The Business Registration Office issues a notice of acceptance or rejection

• Procedures for registering revisions to the Certificate of Enterprise Registration: Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide to issue a new Certificate of Enterprise Registration.
• Procedures for notification of changes to enterprise registration information: Within 03 working days from the receipt of the notification, the business registration authority shall consider its validity and accept the change to enterprise registration information.

Step 4: Viet An Law Firm registers to receive the results and hands over to the clients

After notification of acceptance of the change to enterprise registration information, Viet An Law Firm will receive the application results and send them back to the clients via express delivery with the registration dossier for storage.

Business registration change service of Viet An Law Firm

• Legal advice on requirements and procedures for establish securities business for a company in Vietnam;
• Prepare the dossier fully and quickly according to the contract deadline;
• Representing clients to carry out business establishment procedures at competent authorities;
• Register invoices, declare taxes, buy digital signatures, make company signs and post-establishment services for company;
• Services for applying for a Securities Trading License;
• Service of changing the company’s business registration information;
• Regular legal advice for companies during their operations.

Clients who have related questions or need legal support regarding add securities business for company in Vietnam, please contact Viet An Law Firm for the best support!